CONSTITUTION AND BY-LAWS
POUGHKEEPSIE SPORTS CAR CLUB, INC.
ARTICLE I. Name, Purpose, Emblem and Corporate Seal Section I. Name The name of the Club shall be the Poughkeepsie Sports Car Club, Inc. Section II. Purpose The general purpose of the Club shall be to encourage the preservation, ownership, and operation of sports cars; to act as a source of technical information, to establish rules and regulations covering all activities of the Club, to provide and regulate events and exhibitions for sports cars and their owners, to encourage careful and skillful driving on public highways and to own real and personal property as incidental to the foregoing purposes, provided that no part of the net earnings of this corporation shall inure to the benefit of any individual and no substantial part of its activities shall be that of carrying on propaganda or otherwise attempting to influence legislation and it shall not participate in or intervene in any political campaign on behalf of any candidate for public office. Section III. Emblem The Club emblem shall be a blue and white checkered shield with a steering wheel superimposed and the words "Poughkeepsie Sports Car Club" around the steering wheel. Section IV. Corporate Seal The corporate seal shall be the Club emblem with New York written across the center. ARTICLE II. Membership and Dues Section I. Members (A) Membership in the Club shall be restricted to persons interested in motor sport and the purposes of this Club. A prospective member shall be proposed by two members in good standing, and shall have attended at least two business meetings of the Club, barring employment obligations, and have participated in at least two sports car events sponsored by the Club before being admitted to membership. Membership in the Club shall be a privilege, and is subject to termination at any time as provided in Sec. III ART. II. (B) Membership privileges will include the right to purchase and display the Club badge. Members will be entitled to a reduced entry fee at all events under the sole sponsorship of PSCC. Membership privileges will also include one vote in all matters transacted at a regular business meeting that the member attends or to which he sends a written proxy. Section II. Resignation (A) Any member may resign by directing a letter of resignation to the Secretary. His resignation shall be effective upon receipt, provided all indebtedness to the Club is paid. (B) Prior to PSCC acceptance of a membership application, a prospective member who has paid the initiation fee may withdraw his application, in writing, and receive a full refund of the $5.00 initiation fee. Section III. Expulsion (A) Membership will lapse automatically for failure to pay dues by the second meeting of the fiscal year unless due cause for the lateness is shown. (B) Any member may be suspended for cause by the unanimous vote of the officers of PSCC. Section IV. Dues Dues shall be $5.00 per fiscal year for a single membership. They shall be $7.50 per year for a joint membership. Section V. Initiation (A) Prospective members must pay a $5.00 initiation fee when submitting a membership application. Upon completion of the requirements for membership and the acceptance of the application, an additional $5.00 must be paid, which entitles the applicant to full membership privileges for the balance of the calendar year. (B) A husband and wife joining the Club as a unit will pay the $5.00 initiation fee as in Sec. V (A), and must pay $7.50 dues in order to receive membership privileges which will include full voting rights for each. (C) If the prospective member joins the Club in the calendar months of November or December, his dues will be paid for the next calendar year. Section VI. Former Members Former members will not be considered as new members and will not have to pay an initiation fee in order to reinstate a membership that has been allowed to lapse. There will, however, be a penalty of $2.00 per year or part thereof assessed for each year that the former member has been missing from the membership rolls. This penalty will not exceed $5.00. Section VII. Life Membership The position of life member is established. This membership is conferred by the unanimous approval of the Board of Directors in secret proceedings for long and exceptional service to the Club. Life members have all membership privileges without any obligations. ARTICLE III. Meetings of the Members Section I. Meetings Meetings shall be held on the second Monday of each month. Section II. Special Meetings In addition to monthly meetings, a special meeting of the members may be called by the President or by a majority of the Officers. Section III. Notice of Meetings A written or printed notice, stating the place, day, hour and purpose of any special meeting of the members, shall be sent by the Secretary, not less than seven (7) days before such meeting to each member by mailing a postcard to the address appearing on the Secretary's roll of members. Section IV. Quorum At all meetings of the members, a quorum shall be considered present when more than 50% of the Officers and more than 50% of the Secretary's roll of members, including Officers, are in attendance. Section V. Majority Vote All action, except amendment of the Constitution and By-laws shall be by majority of those present and voting. Except as hereinafter provided, voting by proxy or mail ballot shall not be allowed except with the approval of the majority of the Officers in accordance with the rules they proscribe and with notice to all members. Section VI. Rules of Order The rules of order at all meetings of the Club shall be Roberts Rules of Order except as hereinafter provided. ARTICLE IV. Officers Section I. Number of Officers The elected Officers of the Club shall be a President, Vice President, Secretary, Treasurer, and four (4) Activities Committee members. No individual shall hold more than one office at one time, except as provided for or hereinafter. They shall serve for one year, or until their successors are elected and qualified. Section II. Board of Directors The Board of Directors shall consist of the Officers as set forth in ART. IV SEC. I., plus the last holder of the office of President. Section III. Nominations and Elections Any member of the Club may nominate a candidate for office. Such a nomination must be made in writing, signed by the member making the nomination, and delivered to the Secretary by December 1st. Elections shall be held by secret ballot at the December meeting. ARTICLE V. Duties of the Elected Officers Section I. Duties of the President The President shall preside at all meetings of the members and officers and shall perform the duties usually appertaining to this office. He may call special meetings of the members under the provisions of SEC. II. ART. III. He shall be the Chief Executive Officer of the Club. The President shall appoint a Parliamentarian to aid him in his duties as presiding office to answer questions and provide rulings on points of order at the meetings of the membership and shall perform the duties appertaining to this office. The office of Parliamentarian shall not be an officer of the Club. Section II. Duties of the Vice President In the absence of the President, the duties of the Office of the President shall be performed by the Vice President. In the case of the death, resignation, or inability to act of the President, the duties of the Office of the President shall be performed by the Vice President. In such event the Vice President shall call for the election of a new President at the first monthly meeting consistent with allowing time to receive nominations. If there is a vacancy in the office (of Vice President), the President shall designate some person to fill the unexpired term, subject to the approval of a majority of the Officers. The Vice President shall be Chairman of the Activities Committee. Section III. Duties of the Secretary The Secretary shall attend all meetings of the members and Officers and shall record all minutes and votes in a book kept for the purpose. He shall keep an up-to-date roll of all Club members. He shall give all notices of meetings of the members required by law or these By-laws and shall perform all duties incidental to his office, required by the law or by the majority of all Officers. The Secretary may, with the approval of a majority of the Officers, appoint an Assistant Secretary and delegate to him such functions and powers of the office of Secretary as he may decide. In the absence of the Secretary from any meetings, a Secretary pro-temporo shall be chosen by the presiding Officer. If there is a vacancy in the Office, the President shall designate some person to fill the unexpired term, subject to the approval of a majority of the Officers. Section IV. Duties of the Treasurer The Treasurer shall, subject to such conditions and restrictions as may be made by the Officers, have custody of all monies, debts, and obligations belonging to the Club. He shall receive all monies of the Club and deposit same to the Club Account. He shall have direct control over, and supervision of all payment of Club debts and obligations. He shall give a report of the financial status of the Club at the December meeting, and if so required, at any meeting of the Officers. He shall, if requested by the Officers, submit his books and records to an auditing committee composed of individuals or accountants selected by the Officers. All disbursements of Club funds shall be approved by majority of the Club's Directors, the President to vote only in case of a tie. If there is a vacancy in the office, the President shall designate some person to fill the unexpired term, subject to the approval of a majority of the Officers. Section V. Duties of the Activities Committee The Club shall elect an Activities Committee consisting of four members. The Vice President shall act as chairman. With the approval of the President, the Committee may appoint such assistants as it deems necessary for administration of the Committee's duties. It shall be the duty of the Activities Committee to arrange all activities for the year. The Committee shall establish rules for the classification of cars competing in Club events, and shall establish entrant fees for such events to defray the costs involved therein. The Committee shall arrange prizes and awards in a manner to provide fair treatment for all entrants. Section VI. At the December meeting of the general membership, each incumbent Officer shall present a report on his official activities for the year. A written copy of these reports shall be submitted by said Officers to be entered into the club records. ARTICLE VI. Committees Section I. Appointment of Committees The President shall appoint such Committees as he finds desirable, and shall outline the duties and responsibilities of such Committees. All reports or action taken by a Committee must be approved by a majority of the entire Committee. ARTICLE VII. Fiscal Year Section I. The Fiscal Year of the Club shall be the calendar year. ARTICLE VIII. Liability and Indemnification Section I. Personal Liability All persons or corporations extending credit to, contracting with, or having any claim against the corporation of the Officers or any member, shall look only to the funds and property of the corporation for payment of any such contract of claim, or for the payment of any debt, damage, judgment, or decree, or any other money that may otherwise become due or payable to them from the corporation of the Officers, or any member so that neither the Officers, or the members of the corporation, present or future, shall be personally liable therefore. Section II. Indemnification Each Director, Officer and other appointed or elected person of the Club now or hereafter in office, and his heirs, executors and administrators, and each Director, Officer and other appointed or elected persons of this Club, and his heirs, executors and administrators who now act, or shall hereafter act at the request of this Club, as Director, Officer and other appointed or elected person of this Club, controlled by this Club, shall be indemnified by this Club against all costs, expenses, and amounts or liability therefore, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding, or claim to which he may be made a party, or in which he may be or become involved by reason of his acts of commission or omission, or alleged acts of commission as such Director, Officer and other appointed or elected person of this Club, at the time of incurring such costs, expenses or amounts, and whether or not the action or omission of act on the part of such Director, Officer and other appointed or elected person of this Club, which is the basis of such suit, action, proceeding or claim, occurred before or after the adoption of this By-law, provided that such indemnification shall not apply with respect to any matter as to which such Director, Officer, and other appointed or elected person of this Club shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duties as such Director, Officer and other appointed or elected person of this Club, and provided, further, that the indemnification herein provided shall with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding, claim, when in the judgement of the Officers of this Club, such settlement and reimbursement appear to be for the best interest of the Club. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such Director, Officer and other appointed or elected person of this Club may be entitled under By-law agreement, vote of members or otherwise. Section III. Assessment and Liabilities of Members No member of this Club shall be obligated of required to pay any financial remuneration to the Club whatsoever other than the amounts imposed by these By-laws for initiation fees and dues. No member of the Club shall be assessed for over said amount except upon personal obligation to the Club as provided in these By-laws. ARTICLE IX. Amendment of By-laws Section I. Any member in good standing, by written petition submitted to the Secretary, may propose an amendment to the By-laws. The proposed amendment shall be read to the members at the regular monthly meeting when it is presented to the Secretary and shall be voted on at the next monthly meeting after another reading. Revision must be approved by a 2/3 vote of a quorum.